Enforcement and Defense. As between the Parties, [***] will have the first right, but not the obligation, to seek to xxxxx any actual or suspected Product Infringement, or to file suit against any Third Party for such Product Infringement. [***] shall keep [***] informed and consult with [***] with respect to any such action or proceeding. [***] will pay all its costs incurred for such enforcement, and all recoveries or awards in excess of its costs arising out of such enforcement shall be deemed to constitute Net Sales subject to royalty payments to [***] under Section 7.3. As between the Parties, [***] will have the right, but not the obligation, to defend against a declaratory judgment action challenging any Patent Rights within the Licensed Technology that Cover any Selected Conjugate or Licensed Product. [***] will pay all the costs incurred for such defense. If [***] declines to undertake any action or proceeding to xxxxx any actual or suspected infringement of such Patent Rights within [***] after receipt or delivery of notice under Section 3.8.1, then upon [***]’s written consent, which shall not be unreasonably withheld, [***] shall have the right to commence any such action or proceeding in its own name and to control such actions, and shall assume all decisions and costs related thereto, and all recoveries or awards in excess of its costs arising out of such enforcement shall be retained by [***]. Except as otherwise set forth in this Section 3.8.2, each Party will have the sole right to enforce and defend Patent Rights solely owned by such Party, and the Parties will jointly determine which Party shall enforce Patent Rights included in the Joint Collaboration Technology and the allocation of recoveries and awards from any such enforcement action; provided that if the Parties fail to agree, each Party shall have the right to enforce such Patent Rights included in the Joint Collaboration Technology. Each Party shall have the right to approve any settlement that would adversely affect any such Licensed Technology or Joint Collaboration Technology, or either Party’s rights under this Agreement, or would result in any liability or admission on behalf of either Party, such approval not to be unreasonably withheld.
Enforcement and Defense. CRISPR shall have the first and exclusive right, but not the obligation, to take any reasonable measures it deems appropriate with respect to any Competitive Infringement in the Territory of any Licensed Patent Rights. Such measures may include (a) initiating or prosecuting an infringement, misappropriation or other appropriate suit or action (each an “Infringement Action”) in the Territory, or (b) granting adequate rights and licenses to any Third Party necessary to render continued Competitive Infringement in the Territory non-infringing. Notwithstanding the foregoing, if CRISPR does not inform CureVac that it intends to either initiate such an Infringement Action or grant adequate rights and licenses to such Third Party within [*****] after CRISPR’s receipt of a notice of infringement, then CureVac will have the second right, but not the obligation, to initiate such Infringement Action with respect to such Licensed Patent Rights. For any infringement other than a Competitive Infringement, and except as set forth below, each Party will have the first right, but not the obligation to enforce and defend the Licensed Patent Rights owned solely by such Party, and CRISPR will have the first right, but not the obligation to enforce and defend the Jointly Owned Foreground Patent Rights, with the exception only of Jointly-Owned Foreground Patent Rights which solely Cover the Manufacture of the Licensed Products, for which CureVac will have the first right, but not the obligation to enforce and defend. If within [*****] after having been notified of any alleged Third Party infringement of any Licensed Patent Right or any declaratory action contemplated by Section 8.4(d), in each case, in the Field, the Party enforcing or defending the Patent Right is unsuccessful in persuading the alleged infringer to desist, or the respective competent Party shall not have brought an infringement action within such [*****] period, or if the respective competent Party has not responded to such declaratory action, then, in any such event the other Party shall have the right, but not the obligation, to prosecute and defend the respective Licensed Patent Rights in connection with any such matter. The Party taking action to enforce and defend under this Section 8.4(c) shall bear all of its costs related to such enforcement and defense, including any costs incurred by the other Party providing support to such enforcement and defense at the request of the enforcing and defending Party.
Enforcement and Defense. (a) Each Party shall promptly notify the other of any knowledge it acquires of any potential infringement of the Collaboration Patents by a Third Party.
Enforcement and Defense. (i) Each party shall have the exclusive right, but not the obligation, to enforce at its sole expense the Assigned Patents in its respective Exclusive Area, and the other party shall TECHNOLOGY DONATION AGREEMENT have no right to enforce any of the Assigned Patents in the other party’s Exclusive Area. Each party shall retain all recoveries resulting from its enforcement activities.
Enforcement and Defense. (a) Varex shall advise Varian reasonably promptly if (and in no event later than ten (10) business days after) Varex or any member of its Group becomes aware of any unauthorized Third-Party use of the Licensed Marks. Neither Varex nor any member of its Group shall take any steps to contact any Third Party with respect to any such unauthorized use.
Enforcement and Defense. 7.3.1 [****]
Enforcement and Defense. 7.5.1 Each Party shall give the other Party notice of either (i) any infringement of Arvinas Patent Rights or Joint Patent Rights, or (ii) any misappropriation or misuse of Arvinas Know-How, in each case that is reasonably relevant to the Development or Commercialization of any Compound or Product exclusively licensed by Pfizer hereunder and that comes to such Party’s attention. Pfizer and Arvinas shall thereafter consult and cooperate fully to determine a course of action, including the commencement of legal action by either or both Pfizer and Arvinas, to terminate any such infringement of Arvinas Patent Rights or Joint Patent Rights or any misappropriation or misuse of Arvinas Know-How, subject to the provisions set forth below.
Enforcement and Defense. 11.4.1 Each Party shall promptly give the other Party notice of (i) any infringement of ACI Patent Rights, Xxxxxxx Patent Rights or Joint Patent Rights with respect to a Product, or (ii) any misappropriation or misuse of ACI Know-How or Xxxxxxx Know-How with respect to a Product, that may come to a Party’s attention. Xxxxxxx and ACI shall thereafter cooperate to determine a course of action to terminate any such infringement of ACI Patent Rights, Xxxxxxx Patent Rights or Joint Patent Rights or any misappropriation or misuse of ACI Know-How or Xxxxxxx Know-How. Xxxxxxx has the right but not the obligation to initiate and prosecute any such legal action at its own expense and in the name of ACI and Xxxxxxx (or just ACI or just Xxxxxxx if the laws of the jurisdiction so dictate), or to control the defense of any declaratory judgment action relating to such ACI Patent Rights, Xxxxxxx Patent Rights, Joint Patent Rights, ACI Know-How or Xxxxxxx Know-How. [*****]. Xxxxxxx shall promptly inform ACI if it elects not to exercise that right with respect to ACI Patent Rights, Xxxxxxx Patent Rights or Joint Patent Rights and ACI Know-How and Xxxxxxx Know-How and ACI shall thereafter have the right at its sole cost to either initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of Xxxxxxx and, if necessary, ACI. Each Party shall have the right to be represented by counsel of its own choice.
Enforcement and Defense. (a) Each Party shall promptly give the other Party notice of any infringement in the Territory of any patent application or patent included in the Patent Assets that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party. However, ACORDA shall have the first right to initiate and prosecute such legal action and in the name of CSRO and ACORDA, or to control the defense of any declaratory judgment action relating to Patent Assets. The initiation and prosecution of such legal action will be at ACORDA’s expense; provided, however, that ACORDA shall be entitled to offset fifty percent (50%) of amounts expended in connection with such action against royalties due to CSRO under this Agreement. ACORDA shall promptly inform CSRO if ACORDA elects not to exercise such first right, and CSRO thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of CSRO and, if necessary, ACORDA. In no event shall ACORDA be obligated to enforce or defend any of the Patent Assets.
Enforcement and Defense. In the event that either Licensee or Lilly becomes aware of any alleged, threatened or actual commercially material infringement of a Lilly Patent Right in a country in the Territory, or judicial challenge to the validity of a Lilly Patent Right in a country in the Territory, it will notify the other Party in writing to that effect within a reasonable time period.
